exv4w1






Exhibit 4.1




REGISTRATION RIGHTS AGREEMENT




BY AND BETWEEN




CAVIUM NETWORKS, INC.




AND




certain

STOCKHOLDERS

of

MONTAVISTA SOFTWARE, INC.




Dated as of December 14, 2009




 









 





REGISTRATION RIGHTS AGREEMENT




          This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 14, 2009,
by and between CAVIUM NETWORKS, INC (“Cavium” or the “Company”), and certain
STOCKHOLDERS, an EMPLOYEE and a DIRECTOR of MONTAVISTA SOFTWARE, INC. (“MVS”) listed on
Schedule A hereto who receive shares of common stock (“Common Stock”) of Cavium pursuant to
the Merger Agreement and the MVS 2006 Retention Plan, as defined below (each a
“Stockholder” and collectively the “Stockholders”).




          WHEREAS, CAVIUM and MVS have entered into the Agreement and Plan of Merger and Reorganization
dated as of November 6, 2009 by and among Cavium, MVS and MV Acquisition Corporation, Mantra LLC
and the Stockholder’s Agent (the “Merger Agreement”), pursuant to which, upon the terms and
subject to the conditions set forth therein, Cavium has agreed to purchase all outstanding shares
of capital stock of MVS for the aggregate consideration of $50,000,000, which consideration
includes 1,467,612 shares of Common Stock of Cavium (the “Shares”);




          WHEREAS, pursuant to the Merger Agreement, the Stockholders shall, upon the Effective Time (as
defined below), each receive that number of Shares as set forth opposite such Stockholder’s name on
Schedule A hereto, which shall be updated as of the Closing (as defined in the Merger Agreement);




          WHEREAS, pursuant to the Merger Agreement, Cavium has agreed to enter into this Agreement as a
condition to MVS’s obligation to consummate the transactions contemplated by the Merger Agreement;
and




          NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
parties mutually agree as follows:




ARTICLE I

DEFINITIONS




          Section 1.1. Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:




          “Additional Shares” means any additional shares of Common Stock of the Company issued
to the Stockholders or the Employees pursuant to a stock split, stock dividend or other
distribution with respect to, or in exchange or in replacement of, the Shares.




          “Adverse Disclosure” means public disclosure of material non-public information which,
in the Board’s good faith judgment (i) would be required to be made in any report or Registration
Statement filed with the SEC by the Company so that such report or Registration Statement would not
be materially misleading; (ii) would not be required to be made at such time but for the filing,
effectiveness or continued use of such report or Registration Statement; and (iii) the Company has
a bona fide business purpose for not disclosing publicly (other than avoidance of
its obligations hereunder), such as a potential material acquisition, divestiture of assets or
other material corporate transaction and the disclosure of such information would reasonable be
expected to have a materially adverse effect on the Company.




          “Affiliate” means, with respect to any Person, any other Person that controls, is
controlled by, or is under common control with such Person. The term “control”, as used
with respect to any Person, means the power to direct or cause the direction of the management and
policies of such



 









 






Person, directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise.




          “Business Day” means any day, other than a Saturday, Sunday or one on which banks are
authorized by law to be closed in San Francisco, California.




          “Effective Date” means the date that the Shelf Registration Statement has been
declared effective by the SEC.




          “Effective Time” has the meaning set forth in the Merger Agreement.




          “Employees” shall mean Russell Harris and Tom Kelly.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder, as the same may be amended from time to time.




          “Filing Deadline” means the date no later than 3 Business Days after the Effective
Time.




          “Holder” (collectively, “Holders”) means any Stockholder and any transferee
permitted under Section 2.1 of Registrable Securities, in each case, to the extent holding
Registrable Securities.




          “Person” means an individual, partnership, corporation, business trust, joint stock
company, trust, unincorporated association, joint venture, limited liability company or any other
entity of whatever nature, and shall include any successor (by merger or otherwise) of such entity.




          “Prospectus” means the prospectus included in any Shelf Registration Statement, all
amendments and supplements to such prospectus, including post-effective amendments, and all other
material incorporated by reference in such prospectus.




          “register,” “registered” and “registration” refer to a registration
effected by filing with the SEC a Registration Statement in compliance with the Securities Act, and
the declaration or ordering by the SEC of the effectiveness of such Registration Statement.




          “Registrable Securities” means (i) Shares held by the Stockholders and (ii) any
Additional Shares; provided, however, that Shares or Additional Shares shall cease
to be treated as Registrable Securities if (a) a registration statement covering such securities
has been declared effective by the SEC and such security has been disposed of pursuant to such
effective registration statement, (b) the date on which such security is sold pursuant to Rule 144,
(c) the date on which such security ceases to be outstanding or (d) the date on which the Holder
thereof, together with its Affiliates, is able to dispose of all of its Registrable Securities in
any 90 day period pursuant to Rule 144 (or any similar or analogous rule promulgated under the
Securities Act) without the requirement to be in compliance with Rule 144(c)(1) (or any successor
rule).




          “Rule 144” means Rule 144 under the Securities Act.




          “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, as the same may be amended from time to time.




          “SEC” means the Securities and Exchange Commission.




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          “Shelf Registration Statement” means a registration statement or registration
statements of the Company filed under the 1933 Act covering the Registrable Securities. References
to the Shelf Registration Statement shall include any Prospectus.




          “Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber,
hypothecate or similarly dispose of (by merger, testamentary disposition, operation of law or
otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other
arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance,
hypothecation or similar disposition of (by merger, testamentary disposition, operation of law or
otherwise), any Shares.




ARTICLE II

TRANSFER RESTRICTIONS




          Section 2.1. General Transfer Restrictions The right of the Stockholders to transfer any Shares held by it is subject to the restrictions
set forth in this Article II.





          (a) Each Stockholder acknowledges that the Shares have not been registered under the
Securities Act and may not be Transferred except pursuant to an effective registration
statement under the Securities Act or pursuant to an exemption from registration under the
Securities Act. Each Stockholder covenants that the Shares will only be disposed of pursuant
to an effective registration statement under, and in compliance with the requirements of, the
Securities Act or pursuant to an available exemption from the registration requirements of the
Securities Act, and in compliance with any applicable state and foreign securities laws. In
connection with any Transfer of the Shares other than pursuant to an effective registration
statement, to the Company or pursuant to Rule 144 or 144A (or any similar provision then in
force), the Company may require the Stockholder to provide to the Company an opinion of
counsel selected by the Stockholder and reasonably acceptable to the Company, the form and
substance of which opinion shall be reasonably satisfactory to the Company, to the effect that
such Transfer does not require registration under the Securities Act. Notwithstanding the
foregoing, the Company hereby consents to and agrees to register on the books of the Company
and with its transfer agent, without any legal opinion, except to the extent that the transfer
agent requests such legal opinion, any Transfer of Restricted Shares by a Stockholder to an
Affiliate of such Stockholder or to any general or limited partner of such Stockholder.




          (b) Each Stockholder agrees to the imprinting, so long as is required by this Section
2.1, of the following legend on any certificate evidencing any of the Restricted Shares:




THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND
MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS
THEREUNDER AND APPLICABLE STATE SECURITIES LAWS.




Certificates evidencing the Shares shall not be required to contain such legend or any other
legend (i) following any sale of such Shares pursuant to an effective registration statement
(including the Shelf Registration Statement) covering the resale of the Restricted Shares,
(ii) following any sale of such Shares pursuant to Rule 144 or Rule 144A (or any similar
provision then in force) or if the
Shares are transferrable by a person who is not an Affiliate of the applicable Stockholder
pursuant to Rule 144 or Rule 144A (or any similar provision then in force) without any volume
or manner of



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sale restrictions thereunder, in each case if the holder provides the Company
with a legal opinion reasonably acceptable to the Company to the effect that the Shares were
sold under Rule 144 or Rule 144A or (iii) if the holder provides the Company with a legal
opinion reasonably acceptable to the Company to the effect that the legend is not required
under applicable requirements of the Securities Act (including controlling judicial
interpretations and pronouncements issued by the staff of the SEC). Whenever such
restrictions shall cease and terminate as to any Shares, the holder of such securities shall
be entitled to receive from the Company upon a written request in writing, without expense,
new securities of like tenor not bearing the legend set forth herein.



ARTICLE III

REGISTRATION RIGHTS




     The Company hereby grants to each of the Holders the registration rights set forth in this
Article III, with respect to the Registrable Securities owned by such Holders:



          Section 3.1. Shelf Registration





          (a) The Company shall file under the Securities Act as soon as reasonably practicable,
but no later than the Filing Deadline, a Shelf Registration Statement providing for the
registration of, and the sale on a continuous or delayed basis by the holders of, all, but not
less than all, of the Registrable Securities, pursuant to Rule 415 or any similar rule that
may be adopted by the SEC (such filing, the “Shelf Registration”). The Company agrees to use
commercially reasonable best efforts to cause the Shelf Registration Statement to become or be
declared effective by the SEC as soon as reasonably practicable. The Company agrees to use
commercially reasonable best efforts to keep such Shelf Registration Statement effective until
the earlier of (i) the date on which each Holder is able to dispose of all of its Registrable
Securities in any 90 day period pursuant to Rule 144 (or any similar or analogous rule
promulgated under the Securities Act) and without the requirement to be in compliance with
Rule 144(c)(1) (or any successor rule) and (ii) the date on which there are no Registrable
Securities. By 9:30 a.m. New York time on the second Business Day following the Effective
Time of the Shelf Registration Statement or the post effective amendment, as applicable, the
Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final
Prospectus to be used in connection with sales pursuant to such Shelf Registration Statement.
In no event shall the Company be required to file, and maintain effectiveness of more than one
Shelf Registration Statement at any one time.




          (b) Suspension of Filing or Registration. If the Company shall furnish to the
Holders a certificate signed by the Chief Executive Officer or equivalent senior executive of
the Company, stating that the filing, effectiveness or continued use of the Shelf Registration
Statement would require the Company to make an Adverse Disclosure, then the Company shall have
a period of not more than 30 days (or such longer period as the Holders holding a majority of
the Registrable Securities shall consent to in writing) within which to delay the filing or
effectiveness of such Shelf Registration Statement or, in the case of a Shelf Registration
Statement that has been declared effective, to suspend the use by Holders of such Shelf
Registration Statement (in each case, a “Shelf Suspension”); provided,
however, that, unless consented to in writing by Holders holding a majority of the
Registrable Securities, the Company shall not be permitted to exercise a Shelf Suspension more
than twice during any 12-month period and there must be at least 60 days between each
permitted Shelf Suspension. In the case of a Shelf Suspension that occurs after the
effectiveness of the Shelf Registration Statement, the Holders agree to suspend use of the
applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase,
Registrable Securities, upon receipt of the notice referred to above. The Company shall
immediately notify the



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Holders upon the termination of any Shelf Suspension, and (i) in the
case the Shelf Registration Statement has not been declared effective, shall promptly
thereafter file the Shelf Registration Statement and use its commercially reasonable best
efforts to have such Shelf Registration Statement declared effective under the Securities Act
and (ii) in the case Shelf Registration Statement has become effective, shall amend or
supplement the Prospectus, if necessary, so it does not contain any untrue statement or
omission prior to the expiration of the Shelf Suspension and furnish to the Holders such
numbers of copies of the Prospectus as so amended or supplemented as the Holders may
reasonably request. The Company agrees, if necessary, to supplement or make amendments to the
Shelf Registration Statement, if required by the registration form used by the Company for the
Shelf Registration or by the instructions applicable to such registration form or by the
Securities Act or the rules or regulations promulgated thereunder or as may reasonably be
requested by the Holders of a majority of the Registrable Securities then outstanding.




          (c) The Company shall use commercially reasonable best efforts to take all actions
reasonably necessary to ensure that the transactions contemplated herein are effected as so
contemplated in Section 3.1(a) hereof, and to submit to the SEC, within two Business Days
after the Company learns that no review of the Shelf Registration Statement will be made by
the staff of the SEC or that the staff has no further comments on the Shelf Registration
Statement, as the case may be, a request for acceleration of effectiveness (or post effective
amendment, if applicable) of the Shelf Registration Statement to a time and date not later
than 48 hours after the submission of such request.




          (d) Any reference herein to a registration statement or prospectus as of any time shall
be deemed to include any document incorporated, or deemed to be incorporated, therein by
reference as of such time and any reference herein to any post-effective amendment to a
registration statement as of any time shall be deemed to include any document incorporated, or
deemed to be incorporated, therein by reference as of such time. Any reference to a prospectus
as of any time shall include any supplement thereto, preliminary prospectus, or any free
writing prospectus in respect thereof.




          (e) In connection with the filing of the Shelf Registration Statement, the Company shall:




     (i) prepare and file with the SEC within the time periods specified in Section 3.1(a),
a Shelf Registration Statement on any form which may be utilized by the Company and which
shall register all of the Registrable Securities for resale by the Holders thereof in
accordance with (except if otherwise required pursuant to written comments received from the
SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” section
attached hereto as Exhibit A and use reasonable best efforts to cause such Shelf
Registration Statement to become effective as soon as reasonably practicable;




     (ii) as soon as reasonably practicable prepare and file with the SEC such amendments
and supplements to such Shelf Registration Statement (including without limitation, any
required post effective amendments) and the prospectus included therein as may be necessary
to effect and maintain the effectiveness of such Shelf Registration Statement for the period
specified in Section 3.1(a) hereof and as may be required by the applicable rules and
regulations of the SEC and the instructions applicable to the form of such Shelf
Registration Statement;




     (iii) include in the Shelf Registration Statement the “Selling Securityholders”
and “Plan of Distribution” sections in substantially the form attached hereto as
Exhibit A.



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     (iv) comply with the provisions of the Securities Act with respect to the disposition
of all of the Registrable Securities covered by such Shelf Registration Statement in
accordance with the methods of disposition as described in Exhibit A by the Holders
provided for in such Shelf Registration Statement;




     (v) provide the Holders and, if any, single legal counsel designated by the Holders of
a majority of the Registrable Securities then outstanding (“Legal Counsel”) a
reasonable opportunity to participate in the preparation of such Shelf Registration
Statement, each prospectus included therein or filed with the SEC and each amendment or
supplement thereto (but not including any documents incorporated by reference), in each case
subject to customary confidentiality restrictions, and give reasonable consideration to any
comments Legal Counsel provides with respect to any Shelf Registration Statement or
amendment or supplement thereto. The Company shall furnish to Legal Counsel copies of any
correspondence from the SEC or the staff of the SEC to the Company or its representatives
relating to any Shelf Registration Statement;




     (vi) keep the Shelf Registration Statement current and continuously effective pursuant
to Rule 415 at all times until the date set forth in Section 3.1(a). The Shelf Registration
Statement shall not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein, or necessary to make the statements therein not
misleading;




     (vii) promptly notify the Holders (A) when the Shelf Registration Statement or the
Prospectus included therein or any prospectus amendment or supplement or post-effective
amendment has been filed, and, with respect to such Shelf Registration Statement or any
post-effective amendment, when the same has become effective, (B) of any comments by the SEC
with respect thereto or any request by the SEC for amendments or supplements to such Shelf
Registration Statement or prospectus or for additional information (the Company shall
respond to such comments and requests from the SEC as promptly as reasonably possible), (C)
of the issuance by the SEC of any stop order suspending the effectiveness of such Shelf
Registration Statement or the initiation or threatening of any proceedings for that purpose,
(D) of the receipt by the Company of any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose (in the cases of (C) and (D), the Company
shall obtain the withdrawal of such stop order or suspension at the earliest practicable
time) or (E) if at any time when a prospectus is required to be delivered under the
Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or
supplement or post-effective amendment does not conform in all material respects to the
applicable requirements of the Securities Act and the rules and regulations of the SEC
thereunder or contains an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing (the Company shall use its
commercially reasonable efforts to promptly prepare a supplement or amendment to the Shelf
Registration Statement to conform to such requirements or to correct such untrue statement
or omission, and deliver such number of copies of such supplement or amendment to the
selling Holders as the selling Holders may reasonably request); and




     (viii) in the event that Form S-3 is not available for the registration of the resale
of Registrable Securities hereunder, the Company shall (i) register the resale of the
Registrable Securities on another appropriate form reasonably acceptable to the Holders,
including a Form S-1 and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such
form is available.



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          (f) In connection with the Shelf Registration Statement, each Holder agrees to furnish to
the Company a duly completed Selling Securityholder Questionnaire substantially in the form of
Exhibit B hereto no later than November 25, 2009 and the Company agrees to mail each
Holder the Selling Securityholder Questionnaire no later than November 13, 2009. Each Holder
further agrees that it shall not be entitled to be named as a selling securityholder in the
Shelf Registration Statement or use the prospectus for offers and resales of Registrable
Securities at any time, unless such Holder has returned to the Company a completed and signed
Selling Securityholder Questionnaire. Each Holder acknowledges and agrees that the information
in the Selling Securityholder Questionnaire will be used by the Company in the preparation of
the Shelf Registration Statement and hereby consents to the inclusion of such information in
the Shelf Registration Statement. Each Holder agrees to notify the Company as promptly as
practicable of any inaccuracy or change in information previously furnished by such Holder to
the Company contained in a Selling Securityholder Questionnaire or of the occurrence of any
event in either case that could cause the prospectus to contain an untrue statement of a
material fact regarding such Holder or its intended method of disposition of such Registrable
Securities or omits to state any material fact regarding such Holder or its intended method of
disposition of such Registrable Securities required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances then existing, and
promptly to furnish to the Company any additional information required to correct and update
any previously furnished information or required so that such prospectus shall not contain,
with respect to each Holder or the disposition of such Registrable Securities, an untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the circumstances then
existing. If any Holder fails to provide to the Company any information required to be
provided pursuant to this Section 3 after such Holder became aware of the inaccuracy, omission
or required change, the Company may suspend the use of the Shelf Registration Statement and
the prospectus contained therein until such time as such Holder provides the required
information to the Company.



          Section 3.2. Expenses of Registration All expenses incurred in connection with all registrations effected pursuant to Section 3.1,
including all registration, SEC, stock exchange, filing and qualification fees (including state
securities law fees and expenses), printing expenses, messenger and delivery expenses, escrow fees,
accounting fees, fees and disbursements of counsel for and independent public accountants of the
Company, and fees and expenses of all Persons retained by the Company shall be paid by the Company;
provided, however, that the Company shall not be required to pay stock transfer
taxes or underwriters’ discounts or selling commissions relating to sales of Registrable
Securities.




          Section 3.3. Obligations of the Company Whenever required under this Article III to effect the registration of any Registrable
Securities, the Company shall (in addition to the requirements set forth in Section 3.1(e) with
respect to the Shelf Registration Statement), as expeditiously as reasonably possible:





          (a) use its reasonable efforts to prevent the issuance of any stop order suspending the
effectiveness of the Shelf Registration Statement or of any order preventing or suspending the
use of any preliminary or final prospectus and, if any such order is issued, to obtain the
withdrawal of any such order as soon as practicable;




          (b) use its reasonable efforts to register or qualify, and cooperate with the Holders of
Registrable Securities covered by the Shelf Registration Statement and their respective
counsel, in connection with the registration or qualification of such Registrable Securities
for offer and sale under the securities or “blue sky” laws of each state and other
jurisdiction of the United States as any such Holder or their respective counsel reasonably
request in writing, and do any and all other



7









 







things reasonably necessary or advisable to keep
such registration or qualification in effect for such period as required by Section 3.1(a), as
applicable; provided that the Company shall not be required to qualify
generally to do business in any jurisdiction where it is not then so qualified or take any
action which would subject it to taxation or general service of process in any such
jurisdiction where it is not then so subject;




          (c) notify the Holders of any pending proceeding against the Company under Section 8A of
the Securities Act in connection with the offering of the Registrable Securities.




          (d) comply with all requirements of NASDAQ with regard to the issuance of the Shares and
use its reasonable efforts to list the Registrable Securities covered by the Shelf
Registration Statement with NASDAQ or any securities exchange on which the Common Stock is
then listed;




          (e) provide and cause to be maintained a transfer agent and registrar for all Registrable
Securities covered by the Shelf Registration Statement from and after a date not later than
the effective date of the Shelf Registration Statement;



          Section 3.4. Indemnification.





          (a) The Company will, and does hereby undertake to, indemnify and hold harmless each
Holder of Registrable Securities, each of such Holder’s officers, directors, employees,
partners and agents, each Person controlling such Holder, and the officers, directors,
employees, partners and agents of each Person controlling such Holder, against all claims,
losses, damages and liabilities (or actions in respect thereto) to which they may become
subject under the Securities Act, the Exchange Act, or other federal or state law arising out
of or based on (A) any untrue statement (or alleged untrue statement) of a material fact
contained in any prospectus, offering circular or other similar document (including any
related Shelf Registration Statement, notification, or the like) incident to any such
registration, qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances in which they were made, (B)
any violation or alleged violation by the Company of any federal, state or common law rule or
regulation applicable to the Company in connection with any such registration, qualification
or compliance, or (C) any failure to register or qualify Registrable Securities in any state
where the Company or its agents have affirmatively undertaken or agreed that the Company will
undertake such registration or qualification on behalf of the Holders of such Registrable
Securities including pursuant to Section 3.3(a) (provided that in such instance the
Company shall not be so liable if it has undertaken its reasonable efforts to so register or
qualify such Registrable Securities) and will reimburse, as incurred, each such Holder and
each such director, officer, partner, agent and controlling person, for any legal and any
other expenses reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action; provided that the Company will not be liable
in any such case to the extent that any such claim, loss, damage, liability or expense arises
out of or is based on any untrue statement or omission made in reliance and in conformity with
written information furnished to the Company by such Holder expressly for use therein
(including, without limitation, information included on such Holder’s Selling Securityholder
Questionnaire).




          (b) Each Holder will, and if Registrable Securities held by or issuable to such Holder
are included in such registration, qualification or compliance pursuant to this Article III,
does hereby undertake to indemnify and hold harmless the Company, each of its directors,
employees, agents and officers, and each Person controlling the Company and its directors,



8









 







employees, agents and officers, against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such Shelf Registration Statement, prospectus,
offering circular or other document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances in which they were made, and will reimburse, as
incurred, the Company, each such other Holder, and each such director, officer, employee,
agent, partner and controlling Person of the foregoing, for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such claim, loss,
damage, liability or action, in each case to the extent, but only to the extent, that such
untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in
such Shelf Registration Statement, prospectus, offering circular or other document, in
reliance upon and in conformity with written information furnished to the Company by such
Holder expressly for use therein (including, without limitation, information included on such
Holder’s Selling Securityholder Questionnaire); provided, however, that the
liability of each Holder hereunder shall be limited to the net proceeds received by such
Holder from the sale of securities under such Shelf Registration Statement.




          (c) Each party entitled to indemnification under this Section 3.4 (the “Indemnified
Party”) shall give notice to the party required to provide such indemnification (the
“Indemnifying Party”) of any claim as to which indemnification may be sought promptly
after such Indemnified Party has actual knowledge thereof, and shall permit the Indemnifying
Party to assume the defense of any such claim or any litigation resulting therefrom;
provided that counsel for the Indemnifying Party, who shall conduct the
defense of such claim or litigation, shall be subject to approval by the Indemnified Party
(whose approval shall not be unreasonably withheld) and the Indemnified Party may participate
in such defense at the Indemnifying Party’s expense if (i) representation of such Indemnified
Party would be inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such proceeding or (ii)
the Indemnifying Party shall have failed to promptly assume the defense of such proceeding;
and provided further that the failure of any Indemnified Party to give notice
as provided herein shall not relieve the Indemnifying Party of its obligations under this
Article III, except to the extent that such failure to give notice shall materially adversely
affect the Indemnifying Party in the defense of any such claim or any such litigation. No
Indemnifying Party, in the defense of any such claim or litigation, may, without the consent
of each Indemnified Party, consent to entry of any judgment or enter into any settlement
unless such settlement includes an unconditional release of such Indemnified Party from all
liabilities on claims that are the subject matter of such claim or litigation.




          (d) In order to provide for just and equitable contribution in case indemnification is
unavailable to an Indemnified Party (by reason of legal prohibition or otherwise), the
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the
amount paid or payable by such Indemnified Party as a result of such losses, claims, damages
or liabilities in such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party and Indemnified Party in connection with the actions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of material fact or omission or alleged omission to state a
material fact, has been made by, or relates to
information supplied by, such Indemnifying Party or Indemnified Party, and such party’s
relative intent, knowledge, access to information and opportunity to correct or prevent such
actions; provided, however, that, in any case, (i) no Holder will be required
to contribute any amount in excess of any amount the public offering price of all securities
offered by it pursuant to such Shelf



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Registration Statement, and (ii) no Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will
be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.




          (e) The indemnity and contribution agreements contained herein are in addition to any
liability that the Indemnifying Party may have to the Indemnified Parties and shall remain in
full force and effect regardless of any investigation made by or on behalf of the Indemnified
Party or any officer, director or controlling Person of such Indemnified Party and shall
survive the transfer of the Registrable Securities.



          Section 3.5. Information by Holder The Holder or Holders of Registrable Securities included in any registration shall furnish to
the Company such information regarding such Holder or Holders and the distribution proposed by such
Holder or Holders as the Company may reasonably request in writing and as shall be required in
connection with any registration, qualification or compliance referred to in this Article III.




          Section 3.6. Transfer of Registration Rights The rights contained in Section 3.1 hereof to cause the Company to register the Registrable
Securities, and the other rights set forth in this Article III, may be assigned or otherwise
conveyed by any Stockholder to any transferee of the Registrable Securities if the transfer was
permitted under Article II.




          Section 3.7. Rule 144 Reporting With a view to making available to the Holders the benefits of certain rules and regulations
of the SEC that may permit the sale of the Registrable Securities to the public without
registration, the Company agrees to use its best efforts to:





          (a) make and keep current public information available, within the meaning of Rule 144 or
any similar or analogous rule promulgated under the Securities Act; and




          (b) file with the SEC, in a timely manner, all reports and other documents required of
the Company under the Securities Act and Exchange Act;




          (c) as long as any Holder owns any Registrable Securities, furnish in writing upon such
Holder’s written request a written statement by the Company that it has timely filed all
reports as contemplated by the reporting requirements of Rule 144 and of the Securities Act
and Exchange Act.



ARTICLE IV




ADDITIONAL AGREEMENTS OF THE PARTIES




          Section 4.1. Further Assurances From time to time, at the reasonable request of any other party hereto and without further
consideration, each party hereto shall execute and deliver such additional documents and take all
such further action as may be necessary or appropriate to consummate and make effective, in the
most expeditious manner practicable, the transactions contemplated by this Agreement.




10









 








ARTICLE V




MISCELLANEOUS




          Section 5.1. Entire Agreement This Agreement constitutes the entire understanding and agreement between the parties as to
the matters covered herein and supersedes and replaces any prior understanding, agreement or
statement of intent, in each case, written or oral, of any and every nature with respect thereto.




          Section 5.2. Specific Performance The parties hereto agree that the obligations imposed on them in this Agreement are special,
unique and of an extraordinary character, and that, in the event of breach or threatened breach by
any party, damages would not be an adequate remedy and each of the other parties shall be entitled
to specific performance and injunctive and other equitable relief in addition to any other remedy
to which it may be entitled, at law or in equity; and the parties hereto further agree to waive any
requirement for the securing or posting of any bond in connection with the obtaining of any such
injunctive or other equitable relief.




          Section 5.3. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware applicable to contracts entered into and performed entirely within such State.





     Section 5.4. Amendment and Waiver (a) This Agreement may be amended or modified, and any provision hereof may be waived, in
whole or in part, at any time pursuant to an agreement in writing executed by the Company and
Holders holding a majority of the Registrable Securities.




          (b) Any failure by any party at any time to enforce any of the provisions of this
Agreement shall not be construed a waiver of such provision or any other provisions hereof.



          Section 5.5. Binding Effect Except as otherwise expressly provided herein, the provisions hereof shall inure to the
benefit of, and be binding upon, the parties’ successors and permitted assigns.




          Section 5.6. Termination This Agreement shall terminate on the date when there no longer remaining any Registrable
Securities or upon the dissolution of liquidation of the Company.




          Section 5.7. Notices Any and all notices or other communications or deliveries required or permitted to be provided
hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the
date of transmission, if such notice or communication is delivered via facsimile or email at the
facsimile number or email address specified in this Section prior to 6:30 p.m. (Pacific Time) on a
business day, (b) the next business day after the date of transmission, if such notice or
communication is delivered via facsimile or email at the facsimile number or email address
specified in this Section on a day that is not a business day or later than 6:30 p.m. (Pacific
Time) on any business day, (c) the business day following the date of deposit with a nationally
recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice
is required to be given. The addresses, facsimile numbers and email addresses for such notices and
communications are those set forth on the signature pages hereof, or such other address or
facsimile number as may be designated in writing hereafter, in the same manner, by any such Person.




          Section 5.8. Severability If any portion of this Agreement shall be declared void or unenforceable by any court or
administrative body of competent jurisdiction, such portion shall be


11









 







deemed severable from the remainder of this Agreement, which shall continue in all respects valid and enforceable.




          Section 5.9. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute a single instrument.




          Section 5.10. Venue, Waiver of Jury Trial. THE PARTIES HERETO HEREBY IRREVOCABLY
SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN SANTA CLARA
COUNTY, CALIFORNIA FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE ANY OF THE PARTIES HEREUNDER,
IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY
IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ANY PARTY
HEREUNDER, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. TO
THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY
TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY, ANY RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS ARISING OUT OF OR
RELATING TO THIS AGREEMENT AND SUCH PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.




[The remainder of this page intentionally left blank]




12









 








          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	CAVIUM NETWORKS, INC.
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Art Chadwick
	 	 	 	 	 
	 	 	 	 	Art Chadwick, Chief Financial Officer
	 
	 	 	 	 	 	 
	 	 	Address for Notice: 805 East Middlefield Road
	 

	 	 	 	 	 	       Mountain View, CA 94043
	 

	 	 	 	 	 	       Attn: Art Chadwick, CFO
	 	 	Facsimile No.: (650) 625-9751






 









 






          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: Alloy Annex I, L.P.

 	 
	 	By:  	/s/ John Shoch
 	 
	 	 	Name:  	John Shoch                                                     	 
	 	 	Title:  	Managing Member of Alloy Annex I,

     LLC the General Partner of Alloy

     Annex I, L.P. 	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: Alloy Corporate 2000, L.P.

 	 
	 	By:  	/s/ John Shoch
 	 
	 	 	Name:  	John Shoch 	 
	 	 	Title:  	Managing Member of Alloy Ventures

2000, LLC the general partner of

Alloy Partners 2000, L.P., Alloy

Ventures 2000, L.P., Alloy 

Corporate
2000, L.P., Alloy

 Investors 2000,
L.P. 
	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: Alloy Investors 2000, L.P.

 	 
	 	By:  	/s/ John Shoch
 	 
	 	 	Name:  	John Shoch 	 
	 	 	Title:  	Managing Member of Alloy Ventures

2000, LLC the general partner of

Alloy Partners 2000, L.P., Alloy

Ventures 2000, L.P., Alloy

 Corporate
2000, L.P., Alloy 

Investors 2000,
L.P. 
	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: Alloy Partners 2000, L.P.

 	 
	 	By:  	/s/ John Shoch
 	 
	 	 	Name:  	John Shoch 	 
	 	 	Title:  	Managing Member of Alloy Ventures

2000, LLC the general partner of

Alloy Partners 2000, L.P., Alloy

Ventures 2000, L.P., Alloy

 Corporate
2000, L.P., Alloy

 Investors 2000,
L.P. 
	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: Alloy Ventures 2000, L.P.

 	 
	 	By:  	/s/ John Shoch
 	 
	 	 	Name:  	John Shoch 	 
	 	 	Title:  	Managing Member of Alloy Ventures

2000, LLC the general partner of

Alloy Partners 2000, L.P., Alloy

Ventures 2000, L.P., Alloy

 Corporate
2000, L.P., Alloy

 Investors 2000,
L.P. 
	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: U.S. Venture Partners VII, L.P.

              2180 Associates Fund VII, L.P.

              USVP Entrepreneur Partners VII-A, L.P.

              USVP Entrepreneur Partners VII-A, L.P.

 	 
	 	By:  	/s/ Michael P. Maher
 	 
	 	 	Name:  	Michael P. Maher, Attorney-In-Fact 	 
	 	 	 	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: A&E Investment LLC

 	 
	 	By:  	/s/ Lip-Bu Tan
 	 
	 	 	Name:  	Lip-Bu Tan 	 
	 	 	Title:  	Manager 	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: Kristin Anderson and Scott Anderson

 	 
	 	By:  	/s/ Kristin Anderson Scott Anderson
 	 
	 	 	Name:  	Kristin Anderson Scott Anderson 	 
	 	 	 	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: The Board of Trustees of the Leland
Stanford 

Junior University (DAPER I)

 	 
	 	By:  	/s/ Martina S. Poquet
 	 
	 	 	Name:  	Martina S. Poquet 	 
	 	 	Title:  	Managing Director, Stanford
Management Compay 	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: The Board of Trustees of the Leland

Stanford Junior University (SEVF II)

 	 
	 	By:  	/s/ Martina S. Poquet
 	 
	 	 	Name:  	Martina S. Poquet 	 
	 	 	Title:  	Managing Director, Stanford
Management Company 	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: Cipio Partners Fund III GmbH & Co. KG

 	 
	 	By:  	/s/ Dr. Hans-Dieter Koch Werner Dressbach
 	 
	 	 	Name: Dr. Hans-Dieter Koch and Werner  Dressbach
	 
	 	 	Title:  Managing Directors 	 
	 




 











 





          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	

STOCKHOLDER:





Name: Russsell A. Harris

 	 
	 	By:  	/s/ Russell A. Harris
 	 
	 	 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: Jeanne D. Wohlers

 	 
	 	By:  	/s/ Jeanne D. Wohlers
 	 
	 	 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: Herzig-Wohlers Revocable Trust dated

7/26/07

 	 
	 	By:  	/s/ Jeanne D. Wohlers
 	 
	 	 	Name:  	Jeanne D. Wohlers 	 
	 	 	Title:  	Trustee 	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: Thomas F. Kelly

 	 
	 	By:  	/s/ Thomas F. Kelly
 	 
	 	 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: NEC Corporation

 	 
	 	By:  	/s/ Masato Yamamoto
 	 
	 	 	Name:  	Masato Yamamoto 	 
	 	 	Title:  	Associate Senior Vice President 	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: Frank Rowand

 	 
	 	By:  	/s/ Frank Rowand
 	 
	 	 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: The Pidwell Family Living Trust dated
6/25/87

 	 
	 	By:  	/s/ David W. Pidwell
 	 
	 	 	Name:  	David W. Pidwell 	 
	 	 	Title:  	Trustee 	 
	 








 









 











          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: RRE Ventures II, L.P.

 	 
	 	By:  	/s/ Andrew L. Zalasin
 	 
	 	 	Name:  	Andrew L. Zalasin 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: RRE Ventures Fund II, L.P.

 	 
	 	By:  	/s/ Andrew L. Zalasin
 	 
	 	 	Name:  	Andrew L. Zalasin 	 
	 	 	Title:  	 	 
	 








 









 











          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: Daniel Rubin

 	 
	 	By:  	/s/ Daniel Rubin
 	 
	 	 	 	 
	 	 	 	 
	 








 









 











          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: Saints Capital V, L.P.

 	 
	 	By:  	/s/ David Quinlivan
 	 
	 	 	Name:  	David Quinlivan 	 
	 	 	Title:  	Managing Member, Saints Capital V,

LLC the General Partner of Saints

Capital V, L.P. 
	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: Siemens Venture Capital GmbH

 	 
	 	By:  	/s/ Ralf Schnell
 	 
	 	 	Name:  	Ralf Schnell 	 
	 	 	Title:  	 	 
	 








 









 











          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: SVIC No. 4 New Technology Business

Investment L.L.P.

 	 
	 	By:  	/s/ Woihong Choi
 	 
	 	 	Name:  	Woihong Choi 	 
	 	 	Title:  	CEO 	 
	 








 









 











          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: SVIC No. 14 New Technology Business

Investment L.L.P.

 	 
	 	By:  	/s/ Woihong Choi
 	 
	 	 	Name:  	Woihong Choi 	 
	 	 	Title:  	CEO 	 



 









 






	 	 	 	 	 



          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: W.R. Hambrecht/MontaVista, LLC





By: W.R. Hambrecht/MontaVista Management LLC,

its Manager

 	 
	 	By:  	/s/ Peter Morrissey
 	 
	 	 	Name:  	Peter Morrissey 	 
	 	 	Title:  	Manager 	 
	 








 









 











          IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be executed on its behalf as of the date first written above.




	 	 	 	 	 
	 	STOCKHOLDER:





Name: W.R. Hambrecht/MontaVista 2, LLC





By: W.R. Hambrecht/MontaVista 2 Management

LLC, its Manager

 	 
	 	By:  	/s/ Peter Morrissey
 	 
	 	 	Name:  	Peter Morrissey 	 
	 	 	Title:  	Manager 	 
	 








 









 











Schedule A




Stockholders




	 	 	 	 	 
	Alloy Annex I, L.P.
	 	 	66,712	 
	Alloy Corporate 2000, L.P.
	 	 	13,261	 
	Alloy Investors 2000, L.P.
	 	 	22,751	 
	Alloy Partners 2000, L.P.
	 	 	5,655	 
	Alloy Ventures 2000, L.P.
	 	 	110,340	 
	USVP Entrepreneur Partners VII-A, L.P.
	 	 	4,464	 
	USVP Entrepreneur Partners VII-B, L.P.
	 	 	4,464	 
	U.S. Venture Partners VII, L.P.
	 	 	428,622	 
	2180 Associates Fund VII, L.P.
	 	 	8,929	 
	A&E Investment LLC
	 	 	2,790	 
	Kristin Anderson and Scott Anderson as community property
	 	 	669	 
	The Board of Trustees of the Leland Stanford Junior
University (Daper I)
	 	 	1,080	 
	The Board of Trustees of the Leland Stanford Junior
University (SEVF II)
	 	 	1,080	 
	Cipio Partners Fund III GmbH & Co. KG
	 	 	83,691	 
	Russell A. Harris
	 	 	19,255	 
	Jeanne D. Wohlers
	 	 	1,211	 
	The Herzig-Wohlers Revocable Trust dated 7/26/07
	 	 	296	 
	Thomas F. Kelly
	 	 	15,371	 
	NEC Corporation
	 	 	135,064	 
	Frank Rowand
	 	 	1,339	 
	RRE Ventures II, L.P.
	 	 	32,154	 
	RRE Ventures Fund II, L.P.
	 	 	8,784	 
	Daniel Rubin
	 	 	2,614	 
	Saints Capital V, L.P.
	 	 	83,693	 
	Siemens Venture Capital GmbH
	 	 	337,302	 
	Stanford
University
	 	 	1,582	 
	SVIC No. 4 New Technology Business Investment L.L.P.
	 	 	63,733	 
	SVIC No. 14 New Technology Business Investment L.L.P.
	 	 	6,010	 
	The Pidwell Family Living Trust, dated 6/25/87
	 	 	3,342	 
	W.R. Hambrecht/MontaVista, LLC
	 	 	1,168	 
	W.R. Hambrecht/MontaVista 2, LLC
	 	 	186	 





 









 





Exhibit A




Plan of Distribution




     We are registering the shares of common stock issued to the selling stockholders to permit the
resale of these shares of common stock by the holders of the shares of common stock from time to
time after the date of this prospectus. We will not receive any of the proceeds from the sale by
the selling stockholders of the shares of common stock. We will bear all fees and expenses
incident to our obligation to register the shares of common stock.



     Each selling stockholder of the common stock and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares of common stock
covered hereby on The NASDAQ Global Market or any other stock exchange, market or trading facility
on which the shares are traded or in private transactions. These sales may be at fixed prices, at
prevailing market prices at the time of the sale, at varying prices determined at the time of sale,
or negotiated prices. A selling stockholder may use any one or more of the following methods when
selling shares:




	 	•	 	ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
	 
	 	•	 	block trades in which the broker-dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to facilitate the
transaction;
	 
	 	•	 	purchases by a broker-dealer as principal and resale by the broker-dealer for
its account;
	 
	 	•	 	an exchange distribution in accordance with the rules of the applicable
exchange;
	 
	 	•	 	privately negotiated transactions;
	 
	 	•	 	settlement of short sales entered into after the effective date of the
registration statement of which this prospectus is a part;
	 
	 	•	 	in transactions through broker-dealers that agree with the selling stockholders
to sell a specified number of such shares at a stipulated price per share;
	 
	 	•	 	through the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise;
	 
	 	•	 	a combination of any such methods of sale; or
	 
	 	•	 	any other method permitted pursuant to applicable law.





     The selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933,
as amended, or the Securities Act, if available, rather than under this prospectus.



     Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from the selling
stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the
purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this
prospectus, in the case of an agency transaction not in excess of a customary brokerage commission
in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown
in compliance with FINRA IM-2440-1.



 









 





     In connection with the sale of the common stock or interests therein, the selling stockholders
may enter into hedging transactions with broker-dealers or other financial institutions, which may
in turn engage in short sales of the common stock in the course of hedging the positions they
assume. The selling stockholders may also sell shares of the common stock short and deliver these
securities to close out their short positions or to return borrowed shares in connection with such
short sales, or loan or pledge the common stock to broker-dealers that in turn may sell these
securities. The selling stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or create one or more derivative securities which
require the delivery to such broker-dealer or other financial institution of shares offered by this
prospectus, which shares such broker-dealer or other financial institution may resell pursuant to
this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the
foregoing, the selling stockholders have been advised that they may not use shares registered on
this registration statement to cover short sales of our common stock made prior to the date the
registration statement, of which this prospectus forms a part, has been declared effective by the
Commission.



     The selling stockholders and any broker-dealers or agents that are involved in selling the
shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection
with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act. Selling stockholders who are “underwriters” within the
meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery
requirements of the Securities Act and may be subject to certain statutory liabilities of,
including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the
Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has
informed us that it is not a registered broker-dealer and does not have any written or oral
agreement or understanding, directly or indirectly, with any person to distribute the common stock.
In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate,
would exceed eight percent (8%).



     We are required to pay certain fees and expenses incurred by us incident to the registration
of the shares. We have agreed to indemnify the selling stockholders against certain losses,
claims, damages and liabilities, including liabilities under the Securities Act, and the selling
stockholders may be entitled to contribution. We may be indemnified by the selling stockholders
against certain losses, claims, damages and liabilities, including liabilities under the Securities
Act, that may arise from any written information furnished to us by the selling stockholders
specifically for use in this prospectus, or we may be entitled to contribution.



     The selling stockholders will be subject to the prospectus delivery requirements of the
Securities Act including Rule 172 thereunder unless an exemption therefrom is available.



     The selling stockholders have advised us that there is no underwriter or coordinating broker
acting in connection with the proposed sale of the resale shares by the selling stockholders.



     We agreed to use our commercially reasonable best efforts keep this prospectus effective until
the earlier of (i) the date on which the shares may be resold by the selling stockholders without
registration and without regard to any volume restrictions by reason of under Rule 144 under the
Securities Act or any other rule of similar effect or (ii) all of the shares have been sold
pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar
effect. The resale shares will be sold only through registered or licensed brokers or dealers if
required under applicable state securities laws. In addition, in certain states, the resale shares
of Common Stock covered hereby may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or qualification requirement is
available and is complied with.



 









 





     Under applicable rules and regulations under the Exchange Act, any person engaged in the
distribution of the resale shares may not simultaneously engage in market making activities with
respect to the common stock for the applicable restricted period, as defined in Regulation M, prior
to the commencement of the distribution. In addition, the selling stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations thereunder, including
Regulation M, which may limit the timing of purchases and sales of shares of the common stock by
the selling stockholders or any other person. We will make copies of this prospectus available to
the selling stockholders and have informed them of the need to deliver a copy of this prospectus to
each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the
Securities Act).



     There can be no assurance that any selling stockholder will sell any or all of the shares of
common stock registered pursuant to the registration statement, of which this prospectus forms a
part.



     Once sold under the registration statement, of which this prospectus forms a part, the shares
of common stock will be freely tradable in the hands of persons other than our affiliates.



 









 





Exhibit B




CAVIUM NETWORKS, INC.




Selling Securityholder Notice and Questionnaire